Exhibit
10.39 AMENDMENT NUMBER ONE TO THE NEW YORK STOCK EXCHANGE, INC.
DEFERRED COMPENSATION PLAN FOR PERFORMANCE AWARDS WHEREAS, New York Stock Exchange, Inc. (the NYSE)
maintains New York Stock Exchange, Inc. Deferred Compensation Plan For
Performance Awards, effective as of August 1, 1997 (the Plan);  WHEREAS, NYSE may amend the Plan by action of its board of
directors (the Board) or a person designated by the Board; and  WHEREAS, the undersigned has been duly authorized by the
Board to amend the Plan; and  WHEREAS, the undersigned deems it advisable to amend the
Plan.  NOW, THEREFORE, pursuant to Section 10 of the Plan, the
Plan is hereby amended, as follows:  1.Effective
June 1, 1999, the Plan is renamed as the New York Stock Exchange, Inc. Long
Term Incentive Deferral Plan and all references in the Plan to the New York
Stock Exchange, Inc. Deferred Compensation Plan For Performance Awards are
amended to read as New York Stock Exchange, Inc. Long Term Incentive Deferral
Plan.  2.Paragraph
7 of the Plan is amended in its entirety to read as follows:  7.           PAYMENT OF
DEFERRED BENEFITS  (a)           Except as otherwise provided in
Section 7(c) below, a Participants Deferred Benefits shall be paid to the
Participant (or, in the event of the Participants death, the Participants
Beneficiary), as soon as practicable after the Participant incurs a Termination
of Employment. (b)           Upon a Participants election to
defer a Performance Award hereunder, the Participant may designate a Beneficiary
for purposes of this Section 7.


(c)           (A)          Upon
a Participants election to defer a Performance ICP Award, he may make an
election regarding the Distribution Form in which to receive his Deferred
Benefits paid to him (or, in the event of the Participants death, the Participants
Beneficiary) and the Distribution Time upon which to commence payment of
Deferred Benefits under the Plan.  A
Participant may make the foregoing elections or change his existing elections
(other than a change regarding a Selected Date of Distribution), on a form
prescribed by and filed with the Committee, at any time at least one (1) year prior
to his Termination of Employment (other than due to the Participants death). (B)Notwithstanding
Section 7(c)(A) above, each Senior Officer who is (i) an Eligible Employee on
June 1, 1999 or (ii) is designated as an Eligible Employee after June 1, 1999,
shall be entitled to make or change his election regarding the Distribution Form
and Distribution Time (other than changing an existing election of a Selected
Date of Distribution with respect to Deferred Benefits credited to the
Participants Account), provided that such election is made and filed with the Committee
by the end of the thirty (30) day period commencing on the date the Senior
Officer first becomes an Eligible Employee. (d)           Notwithstanding any other provision to
the contrary, the Committee may require, in its sole discretion, that (i) a
Participants elections with respect to the distribution of all of his Deferred
Benefits be identical and (ii) a Participants elections with respect to the
distribution of his Deferred Benefits be identical to all or some of his elections
with respect to the distribution of benefits under any other employee benefit
plans maintained by the NYSE in which the Participant also participates. (e)           Allocation of Earnings on
distributions of amounts attributable to different Performance Awards shall be
made in accordance with the rules established by the Committee. (f)            For purposes of this Section, Distribution Time means as soon as
administratively feasible following one of the following dates:  (i) the Participants Termination of
Employment, (ii) the January 1 next following the Participants Termination
of Employment, or (iii) the Participants Selected Date of Distribution. (g)           For purposes of this Section, Distribution Form means one of the
following forms of distribution of Deferred Benefits available under the Plan:  (i) a lump sum; or (ii) in a fixed
number of monthly installments, over a period of up twenty to (20) years (in
whole years), provided such period does not exceed the life expectancy of the
Beneficiary. (h)           For purposes of this Section, Selected Date of Distribution means a date
elected by the Participant which is not earlier than two (2) years following
the end of the Plan Cycle to which such Deferred Benefit relates and no later
than the January 1 following his Termination of Employment.  In the event   2


that a Participant incurs a
Termination of Employment prior to his Selected Date of Distribution, such
Deferred Benefits credited to his Deferred Compensation Account shall be paid
to him as soon as administratively feasible following the Participants
Termination of Employment.  Notwithstanding
Sections 7(c)(A) or 7(c)(B) above, a Participants election to defer a
Performance Award to a Selected Date of Distribution shall be irrevocable and
must be made on a form prescribed by and filed with the Committee. (i)            Notwithstanding any provision of the
Plan to be contrary, any payment from the Plan to a trust or estate which is
the Beneficiary of a Participant shall be made as soon as administratively
feasible following the Participants death in a lump sum regardless of the
Participants election. IN WITNESS WHEREOF, the undersigned has caused
this Amendment to be executed this 28th day of May, 1999.    NEW
  YORK STOCK EXCHANGE, INC.By:
  /s/
  Frank Z. AshenTitle: SVP Human Resources   3